X-Men: Fairy Class
by ejwalker
Summary: A selection of scenes from X-Men: First Class as they would have happened if Fairy Tail was a (future) school for mutants instead of a guild for wizards.
1. Cast and Contents

This story will probably never be 'finished', as my muse insists that certain plot points from the movie be changed, but it is unclear on exactly how. I will only be using First Class as reference, no other X-Men material. Chapters may be added when I feel like it.

* * *

Cast:

Gray Fullbuster - Professor X

Erza Scarlet - Mystique

Lyon Vastia - Magneto

Jellal Fernandes - Beast

Natsu Dragneel - Tempest

Leo Knight - Loke (Darwin)

Juvia Lockser - Havoc

Lucy Heartfilia - Banshee

Cana Alberona (Moira MacTaggert)

Precht Gaeberg - Hades (Shaw)

Ultear Milkovich - Frost

Mirajane Strauss - Azazel

Ren Akatsuki - Riptide

and the cameo...

Laxus Dreyer - Wolverine

* * *

Contents: (Chapters will be placed in chronological order, and I will note here which is the most recently posted.)

The Coin

Deception

Special - NEW

Code Names

First Flight

Too Good to Keep

Even Mutants


	2. The Coin

A small boy sat in front of a desk. He kept his head down as if trying to hide the tear stains on his face behind his white hair. Behind the desk sat an old man, who had introduced himself as Dr. Precht Gaeberg.

"I'm not like these Nazis, you know," said the doctor. "They want everybody in the world to be blond and blue-eyed. They think it makes them better than other humans. Ridiculous... Color isn't important. It's just reflected light. Want some chocolate?"

The boy was only half listening. "Where's mama?"

The doctor leaned over the desk and tucked the chocolate bar into the boy's hand. "It's good," he said encouragingly, then sat back and went on. "You know what makes people 'the best', Lyon? What's inside them. You understand?"

Lyon just frowned at the chocolate. He wanted his mother.

"People like you are the key to a new age, a new future for mankind." The doctor placed a coin on the desk between them. "See this? It's not so big, is it? Not as big as a gate. I saw what you did to the gate... You can move this little coin too, ja? Go on, move it for me."

Lyon shifted his gaze to the coin. He stared at it for a while, face tense with focus. But after a few moments he sighed. "Nein. I tried... I can't do it, Herr Doctor."

Dr. Gaeberg shook his head in disapproval. "You can. Perhaps right now you're just not in the right state of mind." He got up and walked over to the door. When he opened it, Lyon let out a cry.

"Mama!"

"Stay in your chair please, Lyon," the doctor said sternly.

Lyon paused in the middle of getting up from the chair and looked to his mother for confirmation. She nodded, so he reluctantly sat back down.

The doctor had Lyon's mother stand by his desk. "Listen carefully," he said to Lyon as he sat back down. "I'm going to count to three, and you will move the coin. You can move it any time before I get to three and I won't be mad. But... if I reach three and you do not move the coin..."

Dr. Gaeberg opened a drawer and pulled out a pistol. He pointed it calmly at Lyon's mother while not taking his eyes off the boy. "I will pull this trigger."

"Mama!"

"You can do it, Lyon," said his mother. She looked scared, but she gave her son a smile.

"One," said the doctor.

Lyon shakily looked at the coin on the desk. He concentrated on it with all his might, even lifting one hand toward it as if the physical gesture could help him.

"Two."

A slight whimper escaped the boy, but his gaze never left the coin. Still it remained completely motionless.

"Three."

Lyon's panic rose like a huge wave. Just as Dr. Gaeberg fired the gun, the boy's small hand shifted from the direction of the coin to a more important object.

The pistol in the doctor's hand crumpled before the bullet could leave it, resulting in a small explosion. The gun fell in a smoking lump to the desk.

"Good. Excellent," said the doctor, even as he cradled his injured hand. "Wonderful." He looked at Lyon's mother. "Your son has quite a gift, doesn't he?"

Weak with relief, she just nodded.

"You may go now, Mrs. Vastia."

It wasn't a suggestion, but an order. She obeyed.

After she left, Lyon looked at the doctor, his face a mix of anxiety and resentment.

"Don't be scared. I'm not angry. You didn't move the coin, but you moved something else." The doctor walked around the desk and laid his uninjured hand on Lyon's shoulder. "We've learned that strong emotions make it easier for you to use your gift. I'm going to help you figure out everything about it, and learn to control it."

Lyon didn't really care about his 'gift'. "But what about mama?"

"She'll be fine," Dr. Gaeberg said. "You won't see her for a while, because you need to focus on your training. But you'll learn quickly, ja? Then she'll have so much reason to be proud of you." He picked up the coin and handed it to Lyon.

Lyon glanced at the lump of smoking metal on the table. Even though he was only a child, he could hear the threat in the doctor's words. He had to master his ability, or they would hurt his mother. He pushed down the feelings of resentment and nodded. "Ja... I will learn quickly."

One hand clutched a slowly melting chocolate bar. The other made a tight fist around the coin, which he was already developing a hatred for.


	3. Deception

Dr. Gaeberg opened a door and ushered Lyon through it. On the other side was a medium-sized living space with a row of doors on one side.

In the middle of it a dark-haired girl, just a little older than Lyon, was sitting on a couch. As they entered the room, she looked up from the book she was reading.

"This is Ultear," said the doctor. "She's like you... special. I hope you will become good friends with her."

"Guden tag," said Lyon politely.

Ultear stared at them with a flat expression.

Dr. Gaeberg chuckled. Then he drew Lyon's attention to the doors. "You can pick whichever bedroom you want, except Ultear's of course. I'm sure she'll tell you which one it is." If all of the doors were bedrooms, the doctor was obviously hoping to find more special children like Lyon and Ultear.

After a bit more meaningless chatter, which Lyon mostly ignored, the doctor left.

Ultear was still staring at him. He wasn't sure what he should say to her.

"Then don't say anything."

"Huh?"

"I'm a mind-reader. So you don't have to say anything to me."

"Okay..." Lyon couldn't help staring. What did she know?

Ultear sighed. "Your name is Lyon Vastia, and Dr. Gaeberg is pretty sure you can control metal. Something quite a bit stronger than normal magnetism, he thinks. He's going to have your mother killed so nobody can take you away from him, but he's going to keep telling you that she's alive so you'll behave and become a good little 'supermensch' for him. He's a big liar."

Lyon continued gaping, his speeding thoughts holding half of the conversation with the young telepath. Which was just as well, since he probably couldn't have translated them into spoken language anyway.

"No, you can't do anything about it. You should probably just do whatever he says and pretend to believe him, so you can control your power. When we grow up, I'll help you take revenge on him. Wait, don't start crying... Oh, crud."

Ultear might have been able to tell exactly what people were thinking, but she didn't yet have enough experience to know the best way to deal with them. She got up, leaving her book behind, and went over to the sobbing boy.

She brought him to the couch and made him sit down, then hugged him, trying to be comforting. "It's okay... I don't have a family anymore, either. So we'll be each other's family, ja?"

A pause. Lyon seemed to calm down slightly.

Ultear tilted her head at some thought from the boy. "No, Dr. Gaeberg just lied to my mother. I was kind of sick, so she took me to the hospital. While I was being examined so they could figure out what was wrong with me, he realized I was different. Not sick, just 'special'. So he kept me at the hospital for a while, and then he told her I had died. I never saw her again.

"He says she just disappeared, that he doesn't know what happened to her. He's lying, and so I lie back. I pretend my powers don't work very well yet. I pretend I don't know his stupid secrets... but I do know. I know them all. I hate him. Someday I'm going to run away..."

Ultear's soft tirade lulled Lyon to sleep in her arms. For some reason he trusted this girl.


	4. Special

Jellal looked up. Some important person in a suit was entering the room. He knew the man by sight, but had never bothered trying to remember his name. All the suits were basically the same. But following along were a black-haired man and a red-haired girl. She was pretty. Both of them looked young... People his age didn't get in here unless they were special.

"Hey," said the suit in a friendly tone. "These are the new recruits I was telling you about." He turned to the newcomers. "This is Jellal Fernandes, one of our most talented young researchers."

Jellal nodded along with his introduction, blue hair swishing past the red tattoo on his face. The new recruits. No wonder. It would be nice to have more people like himself around.

"Always nice to have more mutants," the black-haired man agreed as he offered his hand. As if he could read Jellal's mind... "Why wasn't I informed?"

"Excuse me?" said the suit in a puzzled way.

"Oh, I see. You didn't know either. Sorry, I shouldn't spill other people's secrets."

The suit wasn't completely stupid. He looked at Jellal questioningly.

"You never asked," Jellal said with a shrug. Of course they hadn't. Why would they even think of asking if he was a mutant? And it wasn't exactly easy to bring up the subject himself. In fact, it was kind of embarrassing.

"Gray Fullbuster. I'm a telepath."

Oh good, a name for the black-haired man. Unlike the suits', this one he would be remembering. Gray chuckled as if he'd overheard that thought.

"Erza Scarlet. Shapechanger." The redhead's skin seemed to flash blue for just a moment. "So what's your mutation? You're super smart?"

It was a logical guess, since he was a researcher in a restricted place like this. But he couldn't find the words to answer her question. Why did he have to be so tongue-tied? Just because she was pretty and a mutant like him? He sent a mental plea for help toward Gray, also asking that the telepath please not reveal any other embarrassing thoughts he might notice.

"He's smart, all right. Jellal graduated Harvard when he was fifteen."

Jellal shot him a grateful look. "It would be nice if that was all it was, but..." He hesitated.

"We won't judge you," Gray assured him. "Go ahead and show off."

'Show off.' That was such a positive term. It implied that his mutation was something to be proud of, not something to hide. And this was coming from the person who probably knew exactly what it was already.

And so, Jellal sat down on the floor and took off his shoes. He'd never liked having hand-shaped feet. Apes and monkeys had hand-shaped feet, and weren't humans supposed to be better than them? It seemed like a step backward, not an improvement.

"Hands can do more things than feet, can't they?" asked Gray. "I'd say it's an improvement."

"Yeah... I guess so," he answered with a faint smile. Maybe Gray was right. Maybe there was nothing to be ashamed of. Jellal proceeded to demonstrate what he could do with his feet.

"You're amazing." Erza was smiling.

Jellal gaped at her. The pretty mutant girl wasn't disgusted? This was... unbelievable! And also... very, very pleasant. For once in his life, Jellal felt that 'special' might not be a synonym for freak.

That feeling, however, didn't stop him from making a strange request of Erza later. It only made the asking less awkward for him.

"It's been my goal to find a cure ever since I was little. I'd give almost anything to feel..." Jellal paused for a moment, and when he finished his sentence, Erza spoke in sync with him.

"Normal."

She went on, "I think Gray has trouble understanding. Sure, he knows that it's hard to be different, but knowing something and actually experiencing it aren't the same thing. He's never had to worry about people finding out accidentally. Even he tells them, they don't always believe, not even with proof. When we were talking to the bigshots, I had to demonstrate my ability before they really believed him."

"Your ability? You said you were a shapechanger, right?" Jellal knew it might seem rude, but he couldn't help asking. "Could... you show me?"

Erza seemed to be thinking about it. "Okay... That's why you want to study my blood, after all..."

Her skin rippled and changed into a blue, slightly pebbled surface. Her eyes turned an alien yellow. But her hair was still the same bright scarlet... Just like her name, he realized, and wondered if there was any connection.

"This is my true form," she said shyly.

Jellal smiled. "It's a little startling at first, but... I don't think it's ugly."

"The serum you want to make... Do you think it would work on me?"

"I don't see why not. I'm not just doing this for myself, you know. I'm sure there are lots of mutants out there who wish they didn't have to hide. They'd probably love to have a mutation like yours. If your genes hold the key to changing appearance, sharing the results with you is only natural."

"And it won't affect ability? Just looks?"

"That's what I'm aiming for."

Erza was quite willing to let him take a blood sample. As he was putting it away, Erza tensed up and flashed back to her non-mutant appearance. Jellal turned and found a white-haired man standing in the doorway, smirking.

"Lyon, what are you doing here?" asked Erza.

"Gray said we found a new partner, so I thought I'd introduce myself." He nodded at Jellal. "Lyon Vastia. I control metal."

Jellal nodded back, wondering how many other mutants were going to pop out of the woodwork, and how long it would be before he got used to it.

Lyon was already turning to leave. "Oh, by the way..." He looked back, that unexplained smirk still in place. "If I looked like either of you, I wouldn't change a thing."

Jellal glanced over at Erza and noticed her face was as flushed as his felt. Which just made him blush harder.

"That's easy for him to say," she muttered irritably, staring at the now empty doorway. "Does he mean when I'm normal or when I'm blue? And what about..." She paused and looked over at Jellal. Then the sight of his red face seemed to make hers even brighter.

Jellal looked away, hoping to break the cycle of increasing embarrassment. "Gray probably told him all about me already... I think I saw him glance at my feet." There was no other reason for that, since he'd put his shoes back on. And Lyon hadn't waited around for an introduction, either.

"They're very nice feet," Erza said stubbornly. Silence followed her remark. "...I almost can't see your tattoo anymore."

Jellal groaned and buried his heated face in his hands.


	5. Code Names

"We're government agents now," said Erza, bouncing slightly on the couch as if she was a little girl. That impression only got stronger as she went on, "So I think we should have code names! I want to be Mystique!"

"Aw, I wanted to be Mystique," Lucy whined teasingly.

Erza gave Lucy an upset look, then caught on when the blond winked. "Oh... Uh, well... too bad. I thought of it first! And anyway..." The redhead suddenly rippled and turned into a replica of Lucy for a moment. "I'm way more mysterious than you," she smirked.

"I'll be called Banshee then," Lucy announced.

"Why do you want to be named after a wailing spirit?" asked Jellal.

Lucy opened her mouth and made an irritated squeak in his direction, and everyone immediately covered their ears. Her voice was unexpectedly shrill.

Jellal, sitting closest to her as well as being aimed at, flinched spectacularly. "Ow," he said, trying not to whimper. "Okay, okay, you can have the name. I didn't want it anyway."

"Why would you?" Lucy replied smugly. "Banshees are all female."

Jellal looked embarrassed until Loke spoke up. "Should I go next?"

"Yeah, what's your name gonna be?" asked Natsu.

Loke shrugged. "Loke, of course. That's good enough, isn't it? My real name is Leo Knight. People started calling me Loki after the Norse god of mischief, and I liked it. But I spell it with an E."

Lucy snorted. "Does it matter how it's spelled?"

"It's more fun this way," Loke chuckled. "Loke with an E has all of the letters from Leo, plus the K from Knight."

"Word gymnastics," Jellal observed with a small grin. "What's your power?"

"Something similar to Erza's," Loke answered. "Only mine is less about appearance and more about surviving. If you believe the Theory of Evolution-"

Erza interrupted. "You mean you don't believe it?" She leaned forward, looking offended. "We're mutants! We're living proof! How could you not believe it?"

Loke held his hands up placatingly. "Hey, I'm not trying to have an argument over primeval history here. I'm not proof of anything that happened back then. I'm only proof that mutations can actually be beneficial - they're usually pointless, if not harmful. You know that science is about observing, testing, and repeating."

Jellal nodded his agreement with this fact.

"But you can't observe the beginning of the world," Loke went on. "You can't test it or repeat it. So no matter how you believe it happened, it's still just a theory... or in reality, an untested hypothesis. Believe what you want, but remember it's a belief and don't try to pass it off as science."

Everyone was looking a little tense. "I guess we won't be calling you Darwin," Natsu commented, trying to lighten the mood.

Loke chuckled. "Nope, though it is a nice idea. He wasn't a bad guy."

Erza seemed to calm down a bit. "I guess it doesn't really matter how you believe the world began..."

Loke nodded at her, thankful that she wasn't going to stay mad at him. "Anyway, I can almost instantly adapt to whatever environment I'm in. Fire, water, wind, rock; you name it, I can take it. How about you, Natsu?"

Natsu stood up and took off his vest, fully revealing the tattoo that spread across his back and upper arms. He flexed, and the black lines seemed to lift from his skin, stretching out into dragonfly wings.

"Cool," said Loke. "Way cool."

"Can you actually fly with those?" asked a fascinated Erza.

For answer, Natsu started hovering about a foot above the floor, his wings beating several dozen times per second.

"You're humming," laughed Lucy. "But I kind of thought it would be louder, since they're so large..."

Jellal cleared his throat. "If he only had one set of wings, he might be louder. But with two sets, he doesn't need to flap as fast to stay airborne. "

"Huh," said Natsu, looking interested. "So if I fly faster, I'll be louder?"

"Not as loud as Lucy," Jellal said with a sideways glance at the blond. "But that's probably a good thing."

Natsu started grinning. "I wonder if I can make enough noise to be called Tempest..."

"Not right now, please," said Erza. "Maybe later."

"Your turn," Loke told Jellal.

Jellal looked uncomfortable. "Mostly I'm just super intelligent. I can't think of a good name, though. Maybe if you gave me a little more time..."

"Well, we haven't heard from Juvia yet," said Lucy, giving the blue-haired girl an encouraging smile. "What can you do?"

Juvia shook her head. "It's... Juvia can't do it in here."

"How about outside?" Natsu pointed out the window to the courtyard. "Can you do it outside?"

The others started urging Juvia to show them her talent, and she reluctantly allowed them to coax her out the door.

"Is it dangerous?" asked Natsu eagerly, one arm draped over her shoulders. "Are you gonna destroy something? Look, there's a stupid statue there. Nobody will care if something happens to it, right?"

No one contradicted him.

"All right, if Juvia is going to do this, everyone must stay back," Juvia ordered, shrugging Natsu off.

They all backed up, but not very far. Juvia frowned. "This is very dangerous, as Natsu said." They backed up some more, but as soon as Juvia turned to face the statue, some of them took a few steps forward again.

Juvia glanced at them and sighed. "If you get hurt, Juvia will not be responsible."

"We're already behind you," Loke chuckled. "If you aren't safe, nobody is."

Juvia shrugged and started swinging her arms in circles. Something blue started to form a trail behind her hands. As she swung faster, the blue trails became huge rings. Then she made a throwing motion, releasing the rings in the direction of the statue.

Whatever the blue was, it was indeed dangerous, as the statue gave testimony of a moment later. One of the rings hit it high, and the whole top slid sideways, sliced clean off. The other hit lower and off-center, leaving a sharp, angled cut.

"Whoa!" yelled Natsu. "Awesome!"

Lucy closed one eye and squinted at the damage. "It looks like somebody took scissors to a piece of paper. That's some powerful energy."

Jellal started applauding, and the others joined him.

"What is going on here?" yelled a voice. From the other side of the courtyard came a woman with wavy brown hair, who looked shocked. Behind her were Gray and Lyon.

"What were you just saying about dedicated, hard-working people?" the metal-controller remarked, quirking one eyebrow at the telepath.

"Exceptional, he called them," sighed Agent Cana, rubbing her forehead. "Exceptionally destructive, I'd say. I need a drink."

"Who destroyed the statue?" Gray stared at it, thinking that even if the mutants were immature, they were undeniably powerful.

"It was Juvia," the blue-haired girl confessed.

"No, Havoc," Erza corrected. "We're calling her Havoc." The red-head looked proud and motherly. She smiled at Gray. "And you should be Professor X, and Lyon should be Magneto!"

Lyon rubbed his chin thoughtfully. "I like it."

Gray ignored Erza, still fixated on the statue. "Juvia needs more control," he commented. "I won't take back what I said about them being exceptional... I will, however, admit that there is much, much room for improvement."


	6. First Flight

Lucy stared over the edge. It was a long way to the ground. "Gray... you really believe I can fly?"

The black-haired telepath nodded. "You can."

"Say it."

"I believe you can fly," Gray said obediently, without even a touch of exasperation in his voice. He smiled though as he continued, "I believe you can touch the sky..."

A snicker came from behind them.

"I trust you. Him, not so much..." Her voice hit a pitch just shy of painful as she jerked her head back toward the blue-haired scientist.

Jellal quickly wiped the smile from his face and tried to look serious.

Gray scowled at him. _Don't say a word._

Jellal mimed a halo over his head. _Who, me?_

"I can't do this," Lucy said suddenly. "I can't do it..."

"We won't make you," Gray assured her, patting her shoulder. "You don't have to do anything until you're ready. Just breathe deep-"

"And scream," finished Lyon, stepping forward and shoving Lucy out into open space.

"Lyon!" shouted Gray.

The metal-controller, who had been an inactive spectator until this point, shrugged. "It worked, didn't it?" He pointed to where Lucy was now swooping around in her wing-suit, screaming her lungs out.

Gray gritted his teeth and held his hands up toward Lyon, making choking motions. "You... argh! If she never wants to stand near you again, you've got only yourself to blame."

Lyon assumed an expression of mock regret. "How will I ever forgive myself? Come on, you know I'd keep her from crashing if it was necessary. That's why the suits have metal in them."

"That's not the point!" snapped Gray. "You know what, never mind. I've got to head down to the landing site and apologize for your stunt. Can't have her thinking that I gave you orders telepathically..."

As the mutant leader turned to leave, Lyon chuckled. "If it makes her feel better, I promise not to do it again. Even if you did order me."

"Huh? What does that mean?" asked Jellal, looking puzzled. "Even if he did order you...? You mean, if he was to order you in the future, or that he ordered you just now?"

"Ask him."

Gray decided it was better to say nothing in response. "We have a teammate to recover, if you guys don't mind."


	7. Too Good to Keep

**~[This scene is set just after Magneto finds Mystique in his bed. Since I ship Jerza, my version goes a little differently. I may get around to writing that scene, but for now, a basic summary: Lyon tells Erza she's beautiful in her natural form, and then...]~**

* * *

Lucy was just about to climb into bed when she heard a short, startled scream. It sounded like it was coming from across the hall. That was Lyon's room, but the scream had sounded much more like a female, even though it was easy to get confused with screams.

Lucy went to her door and cautiously pulled it open an inch. She peeked out and saw Lyon just shutting his own door. He was standing there in the hallway wearing only a pair of sweatpants, as if he too had been getting ready for bed, and thrown over his shoulder was a sheet-wrapped figure with long red hair and blue skin.

Lucy's eyes widened. What was Erza doing there? And more importantly, what was Lyon doing with her?

"Such a nice present. I know just what do with this," Lyon muttered cheerfully, and started off down the hall, ignoring the muffled protests that came from his passenger.

Lucy's curiosity got the better of her, and she stealthily edged out of her room, intent on finding out what was going on. She followed at a safe distance, staying out of sight as much as possible.

While lurking behind a tall potted plant, the blond felt a touch on her shoulder. She jerked, nearly knocking the plant over, and screamed. Perhaps fortunately for her, she hit the high end of the scale where most humans couldn't hear.

"What are you doing, Lucy?" asked Juvia.

"Shh," hissed Lucy, pulling the other girl down beside her. "I'm watching for any possible sign of developing Lyza."

"Lyza?" Juvia whispered back, peering around Lucy and the plant to see what was so fascinating.

Lucy let the girl get a good look at Lyon and his struggling bundle, then tugged her back into cover and explained, "Lyon and Erza. Do you think they would make a good couple?"

Juvia looked confused. "Maybe... But their rooms are in the other direction. Juvia doesn't know why they would be headed this way."

"That's why I'm following them," said Lucy. "Want to join me?"

"Juvia isn't sure she should, but..."

The two girls set out. They didn't have to follow Lyon for much longer, however. At a knocking sound, both girls ducked off the hall into a stairwell.

Several long, agonizing minutes later, Lyon came walking past them, with Erza nowhere in sight. He turned his head and looked right at the girls. "Hey, ladies," he said calmly. "Need help with something?"

"W-what were you just doing?" stammered Lucy, too startled to keep her mouth shut.

Lyon smiled. "Leaving a present with Jellal." He made a show of looking up and down the hall, then leaned toward them and whispered loudly, "I ship Jerza." Afterward, he straightened and winked at them. "Goodnight."

"Goodnight," Juvia replied as Lyon turned to go back to his room.

Lucy said nothing, too busy trying to process this new information.

After a moment of watching Lucy's blank stare, Juvia nudged her gently. "Juvia thinks this Lyza ship of yours is sunk."

Lucy flopped against the wall. "I guess it is. I don't know if I'm disappointed or relieved..."


	8. Even Mutants

"You still get hungry in the middle of the night, huh?"

Gray turned to find his best friend sitting at the kitchen table, the light from the fridge reaching just far enough for him to make out her blue skin. "E-Erza... Where are your clothes?!"

"Look who's talking," Erza shot back.

Gray jerked his hand away from his pajama shirt, but didn't bother refastening the few buttons he'd undone.

"Besides," the red-haired mutant went on, "you didn't used to mind."

"That was when we were kids, Erza," he reminded her, closing the fridge door. "Things change."

Erza gave a deep sigh.

Gray glanced over at her. While he appreciated the dark right now, it also hid her expression. Without reading her mind, which he'd promised he'd never do, he could only guess at her emotions from the tone of her voice. "Is something wrong?"

"You tell me."

"You know I won't do that. Not without your permission." He walked over to the table and sat down across from her, careful to look only at her face. "What's bothering you?"

Erza was silent for a moment. Gray waited patiently for her to put her thoughts into words.

"Everyone who sees me like this thinks I'm a freak," she said finally.

"You know that's not true."

Erza said nothing, and Gray didn't need his telepathy to tell that she didn't believe him.

"Don't you dare think otherwise," he said quietly. "Listen to me. I only ask you to change your appearance when we're going to be around normal people who are easily frightened. I don't care how strange you look, it doesn't bother me. It doesn't seem to bother the other mutants either. But if you're naked, can you blame me for being shocked? I'd react the same way to any naked woman, and the other guys would too. Well, other than the fact that I don't flee the room when it's you."

Erza snorted and tried not to smile. "Maybe you should."

Gray reached out to where her hands were clasped together on the table and covered them with his own. "But you'd assume it was because you were a freak. Think about it: you don't want to be treated any differently. So why should I pretend you're dressed when you're not, if I wouldn't do it to anyone else? Even mutants need clothes."

"I see. You're right, Gray," Erza said slowly. Then she grinned at him. "If you don't want your shirt, can I borrow it?"

Gray looked down, wondering when he'd managed to undo the rest of his buttons. "Sure, why not?" he sighed. "It's not like it's going to stay on me very long anyway."


End file.
